CP+B

Terms of Use

Updated as of June 22, 2009

The CPBGroup.com website (the "Website") is operated by Crispin Porter & Bogusky, LLC ("Company"). These terms of use (the "Terms of Use") govern the use of the Website.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE WEBSITE. If you decline these Terms of Use, please do not use the Website.

By using the Website, you SIGNIFY YOUR ASSENT TO THESE TERMS OF USE and agree that you are responsible for compliance with any applicable federal, state, and local laws. The Company reserves the right, in its sole discretion, to change, modify, delete or otherwise alter portions of these terms at any time without further notice. Any such change, modification, deletion or alteration shall be effective immediately upon posting the same on the Website. Please check these terms periodically for changes, as the top of this page will indicate the date these terms were last revised. Your continued use of the Website constitutes your agreement to all such terms, conditions, and notices.

LIMITED LICENSE

In order to use the Website, you must obtain access to the Internet, either directly or through devices that access Internet-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet and/or the mobile telephone voice and/or data network, including a computer and modem or other access device.

The Company grants you a limited license to access and make personal use of the Website, but not to download (other than page caching) or modify any portion of the Website. This license does not include, among other things: any resale or commercial use of the Website; any derivative use of the Website and/or its respective contents; any downloading or copying of account information for the benefit of a third party not authorized by the Company; or any use of data mining, robots, or similar data gathering and extraction services. The Website and/or any portion thereof, may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the Company's express written consent. Such limited license is subject to these Terms of Use.

THIRD PARTY WEBSITES AND CONTENT

The Website contains links to other websites ("Third Party Sites") and articles, resources, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Content"). Such Third Party Sites and Third Party Content are not reviewed, investigated, monitored, or checked for accuracy, appropriateness, or completeness by the Company, and the Company is not responsible for any Third Party Sites accessed through the Website or any Third Party Content posted on or available through the Website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of, linking to, or permitting the use of any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by the Company. If you decide to leave the Website and access the Third Party Sites or to use any Third Party Content, you do so at your own risk and you should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Website.

You acknowledge that by providing you with the ability to access and view Third Party Content on the Website, the Company is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any or Third Party Content.

OWNERSHIP

Other than Third Party Content (as defined above), all content on the Website such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the exclusive property of the Company (or its licensors) and is protected by U.S. and/or international copyright laws.

Except as expressly provided in the "Limited License" section above, your use of and access to the Website does not grant you any license or right to use any of the Company's trademarks, trade names or copyrights. The Company vigilantly enforces its intellectual property rights and will actively seek the recovery of any costs and damages it may incur preventing the misuse or misappropriation of its trademarks, trade names, and copyrights.

SUBMISSIONS TO COMPANY

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, names, screen names, material, communication, or other information about the Website ("Submissions"), provided by you to the Company are non-confidential and shall become the sole property of Company upon receipt. Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. For purposes of clarity, the Company shall be free to use such Submissions, including any ideas, inventions, concepts, techniques, or know-how disclosed therein, at any time and for any purpose whatsoever without any obligation to you.

DMCA TAKE-DOWN PROCEDURE

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who have a good faith belief that material appearing on the Internet infringes their rights under U.S. copyright law. The Company, however, is not providing or hosting any of the material found on the Website; rather, third parties are providing and hosting all material found on the Website. If you have a good faith belief that your work has been copied and posted on the Website in a way that constitutes copyright infringement, please review the DMCA Take-Down Procedures established by the Third Party Content provider that hosts such material (such as YouTube (http://www.youtube.com/t/terms) or Twitter (http://twitter.com/tos)). The Third Party Content providers may be able to address your concerns, including the removal of your material from the Website.

The Company suggests that you consult your legal advisor before filing a notice with the copyright agent. You should note that there can be penalties for false claims under the DMCA.

PRIVACY

The Company does not knowingly collect any personally identifiable information through the Website. Further, the Website is a general audience website.

INDEMNIFICATION

You agree to indemnify and hold the Company, its representatives, agents, affiliates, and subsidiaries harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Website, your violation of these Terms of Use, or your violation of any rights of another person or entity.

DISCLAIMERS

The Company is not responsible or liable in any manner for any Third Party Content on the Website, whether posted by the Company, by third parties, or by any of the equipment or programming associated with or utilized in the Website, or for any Third Party Sites. The Company does not control and is not responsible for Third Party Content and is not responsible for any harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful, or otherwise objectionable content you may encounter on the Website or in connection with any Third Party Content. The Company is not responsible for the conduct, whether online or offline, of any user of the Website.

YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND THE COMPANY DOES NOT WARRANT THAT THE WEBSITE (AND/OR ITS SERVERS), OR COMMUNICATIONS SENT FROM THE COMPANY OR VIA THE WEBSITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

THE COMPANY MAKES NO WARRANTY THAT (i) THE WEBSITE WILL MEET YOUR REQUIREMENTS, (ii) THE WEBSITE, OR THE SERVERS THAT MAKE THE WEBSITE AVAILABLE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE, USEFUL OR RELIABLE, (iv) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS, AND (v) ANY DEFECTS OR ERRORS OF THE WEBSITE WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE WEBSITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS, GOODS AND/OR SERVICES RESULTING FROM ANY DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE; OR (v) ANY OTHER MATTER RELATING TO THE COMPANY.

IF, DESPITE THE LIMITATION ABOVE, THE COMPANY IS FOUND LIABLE FOR ANY LOSS OR DAMAGE WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH ANY OF THE OCCURRENCES DESCRIBED IN THE LIMITATION ABOVE, THEN ITS LIABILITY WILL IN NO EVENT EXCEED, IN TOTAL, THE SUM OF U.S. $100. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THE LIMITATIONS ABOVE MAY NOT APPLY TO YOU.

TERMINATION

The Company may prohibit you from using or accessing the Website (or any portion, aspect or feature of the Website) for any reason, or no reason, at any time in its sole discretion, with or without notice.

GENERAL

These Terms of Use constitute the entire agreement between you and the Company and govern your use of the Website, superseding any prior agreements between you and the Company. A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Your acceptance of the Terms of Use and use of the Website does not create a joint venture, partnership, employment or agency relationship between you and the Company. You may not assign, delegate or transfer your rights or obligations under the Terms of Use and any such prohibited assignment transfer shall be null and void. You also may be subject to additional terms and conditions that may apply when you use or access Third Party Content. The Terms of Use and the relationship between you and the Company shall be governed by the laws of the State of Florida without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within Miami-Dade County, Florida. The Company's failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or the Terms of Use by you against the Company must be filed within one (1) year after such claim or cause of action arose or be forever barred. You agree that all causes of action arising out of or connected with the Terms of Use shall be resolved individually without resort to any form of class action.

INTERNATIONAL USE

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States and/or the country in which you reside. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

CONTACT

If you have any questions, please contact the Company at: 305.859.2070 or info@cpbgroup.com